HomeMy WebLinkAboutFR/SR Exhibit 9ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), effective as of
, 20 is entered into between TECO THERMAL SYSTEMS, INC., a Florida
corporation ("TES"), and MIAMI-DADE COUNTY, a political subdivision of the State of Florida
("MDC"). Capitalized terms used but not defined herein shall have the meanings specified in the
Assigned Agreement (as defined below). TTS and MDC are hereinafter sometimes referred to
individually as a "Party" and collectively as the "Parties".
RECITALS
WHEREAS, [insert counterparty name], a [State of Origin/Form of Business Entity], and TTS
are parties to that certain [Name of Assigned Contract], dated as of [Date] (the "Assigned Agreement");
and
'WHEREAS, TTS desires to assign to MDC all of TTS's rights and obligations under the
Assigned Agreement provided that MDC agrees to assume and discharge all of TTS's liabilities,
obligations and contractual commitments under the Assigned Agreement; and
WHEREAS, MDC desires to accept the assignment and to assume and discharge all of the
liabilities, obligations and contractual commitments of TTS under the Assigned Agreement in accordance
with the terms of this Agreement;
NOW, 'fkl.l♦;REFORE, in consideration of the recitals and the mutual promises, covenants and
agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:
1. Assignment, Pursuant to [Section Reference] of the Assigned Agreement and
subject to the terms and conditions set forth herein, TTS hereby sells, transfers and assigns to MDC
TTS's right, title, and interest in, to and under the Assigned Agreement.
2. Assumption, MDC expressly accepts the assignment set forth above and hereby
assumes, all of the liabilities, obligations and contractual commitments of TTS under the Assigned
Agreement as provided herein. MDC acknowledges and agrees that, upon the effectiveness of this
Agreement (the "Effective Date"), (i) TTS is relieved from all liability arising under the Assigned
Agreement after the Effective Date, and (ii) MDC agrees to indemnify and hold harmless TTS from and
against any loss, damage, cost or expense arising under or with respect to the Assigned Agreement after
the Effective Date.
3. Release. Upon the effectiveness of this Agreement, and subject to the condition
that all payment obligations of TTS under the Assigned Agreement that are due as of the Closing Date
shall have been performed or paid in full, ITS shall be released from any and all of its obligations under
the Assigned Agreement, and [insert counterparty name] shall look only to MDC for the performance
of the obligations under the Assigned Agreement arising on or after the Effective Date which release shall
be a condition precedent to the assignment in accordance with Section 1 hereof
4. Repyesentptions and Warranties, TTS hereby represents and warrants to MDC
that (a) the Assigned Agreement is in full force and effect and neither TTS nor, to the knowledge of TTS,
[insert counterparty name] is in default thereunder; and (b) the execution, delivery and performance of
this Agreement, the Assigned Agreement and each other agreement, instrument and document executed
and delivered by it in connection with or as contemplated by this Agreement to which it is or will be a
party (i) are within TTS's power, and (ii) have been duly authorized by all necessary action on its part.
5. Indemnification. MDC indemnifies and holds harmless TTS from any disputes,
claims, and liabilities that may arise in connection with the Assigned Agreement alter the date hereof.
6. Binding Effect: Purposes. This Agreement shall inure to the benefit of and shall
be binding upon TTS, MDC and their respective successors and assigns as permitted under the Assigned
Agreement.
7. Counterpart L.jcecutioj. This Agreement may be executed in counterparts, each
of which shall be fully effective as an original and all of which together shall constitute one and the same
instrument.
8. Governing Law. This Agreement shall be interpreted and construed under the
laws of the State of Florida, excluding any conflict -of -law or choice -of -law rules which might lead to the
application of the internal laws of another jurisdiction.
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!NAME] Ag un n►t Asaig nmmnt
IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been duly executed
by the parties hereto as of the date first above written,
TECO THERMAL SYSTEMS, INC.
By:
Name:
Title:
]vIIAMIDADE COUNTY
By:
Name:
Title:
The undersigned hereby aelmowledgcs and consents to the assignment by TTS to MDC of the
Assigned Agreement pursuant to the terms and conditions of this Assignment and Assumption Agreement
and expressly agree to the release set forth in Section 3 of this Assignment and Assumption Agreement.
[INSERT COUNTERPARTY NAMEI
By:
Name:
Title:
Exhibit C
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NAME! Agroomant AuIgnmant